McAvoy and Fassbender are a casting triumph. These two have, yes, real star magnetism, both individually and together: They're both cool and intense, suave and unaffected, playful and dead serious about their grand comic-book work.

Parents need to know that this exciting X-Men prequel/origin story has plenty of action as the heroes and villains battle it out using their wide variety of special abilities, many of which can be deadly. Though overall the film has a bit of a retro feel due to the 1960s setting, there are big explosions/attacks, as well as hand-to-hand battles and a few intense death scenes -- including one in which a boy's mother is killed in front of him and another in which a coin becomes a lethal weapon. The threat of nuclear war hangs over most of the movie. Expect moderate drinking and smoking; female characters sometimes appear in their underwear, skimpy costumes, or less, though there's no actual nudity. Language is infrequent but does include one use of "f--k." The movie includes weighty discussions about morality, self-acceptance, and fear of the unknown and -- staying true to the original comic books -- makes comparisons between the Holocaust and how people react to the presence of mutants.

Families can talk about the movie's messages. What do the mutants' struggles have in common with other challenges that people have faced? Why do people tend to fear what is different?

What does the movie say about revenge? Is Erik justified in his pursuit of vengeance? Do the ends ever justify the means?

What distinguishes the "good guys" and the "bad guys" in this movie? Do any of Shaw's arguments make sense?

The good stuff

Messages: While many characters embrace the brand-new idea of mutants and humans living together in peace, others can't or won't; there's lots of conflict surrounding the idea of whether mutants should try to "fit in" or embrace their differences. But ultimately the message is that it's important to be yourself, whatever that self may be able to do or happens to look like. Still, some of the mutants feel justified in waging war against normal humans, who are afraid of them. And even the heroes feel like outcasts. Though the good guys are willing to protect non-mutants, there's still a lively debate about why they should.

Role models: Although some characters are clearly good (Charles Xavier) or clearly evil (Sebastian Shaw), many represent various shades of gray and are pulled in conflicting directions. Erik is driven by revenge and anger, though Charles helps soften some of his edges. Ultimately, the X-Men must take a stand to protect the regular people who fear them, even though they don't show the same willingness to watch the mutants' backs. The movie has some strong, powerful female characters and a somewhat diverse cast.

What to watch for

Violence: Plenty of action, including super-powered combat featuring energy beams, fireballs, whirlwinds, and sonic blasts, as well as super-strength fistfights that send characters flying across the room. A fierce assault pits super villains against normal people, who are easily (and brutally) dispatched. There are major explosions, crashes (plane, submarine, more), gunshots, and several flying blades, and a coin is turned into a lethal weapon, shown in slow-motion close-up as it hits its mark. A boy's mother is killed in front of him, scarring him for life. A man's hand is stabbed through with a knife; people are slashed with knives and swords. Overhanging threat of nuclear war.

Sex: Frequent skimpy, Bond Girl-esque outfits and one blue, scaly female mutant who sometimes walks around nude (though it looks as though she's wearing all-over body armor). In one scene, a girl, seemingly naked under the covers, invites a man to join her in bed; other scenes show kissing/groping. One scene includes several women in lingerie who are implied to be call girls/escorts; another is set in what appears to be a strip club, though there's no actual nudity.

Language: One memorable use of "f--k"; other language includes infrequent use of "ass," "hell," "goddamn," "oh my God," and "damn."

Consumerism: Tie-in to vast quantities of related merchandise.

Drinking, drugs and smoking: A few scenes show people drinking, both in rowdy bars and in more quiet moments at home -- sometimes to excess. The younger mutants have one somewhat wild party. Occasional smoking (accurate for the 1960s setting).

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